2006 Code of Virginia § 13.1-902 - Dissolution by directors and members

13.1-902. Dissolution by directors and members.

A. Where there are members having voting rights, a corporation's board ofdirectors may propose dissolution for submission to the members.

B. For a proposal to dissolve to be adopted:

1. The board of directors shall recommend dissolution to the members unlessthe board of directors determines that because of conflict of interests orother special circumstances it should make no recommendation and communicatesthe basis for its determination to the members; and

2. The members entitled to vote shall approve the proposal to dissolve asprovided in subsection E of this section.

C. The board of directors may condition its submission of the proposal fordissolution on any basis.

D. The corporation shall notify each member entitled to vote of the proposedmembers' meeting in accordance with 13.1-842. The notice shall also statethat the purpose, or one of the purposes, of the meeting is to considerdissolving the corporation.

E. Unless the board of directors, acting pursuant to subsection C of thissection, requires a greater vote, dissolution to be authorized shall beapproved by more than two-thirds of all the votes cast on the proposal todissolve at a meeting at which a quorum exists. The articles of incorporationmay provide for a greater or lesser vote than that provided for in thissubsection or a vote by separate voting groups so long as the vote providedfor is not less than a majority of all the votes cast by each voting groupentitled to vote on the proposed dissolution at a meeting at which a quorumof the voting group exists.

(Code 1950, 13.1-248; 1956, c. 428; 1985, c. 522.)